ARROW ELECTRONICS, INC. — fact timeline

ARROW ELECTRONICS, INC. shareholders rejected Shareholder Proposal to Provide Shareholders with Ability to Call Special Meeting at 10% Ownership Threshold at the 2026-05-12 meeting.

“Proposal 6: Shareholder Proposal to Provide Shareholders with the Ability to Call a Special Shareholder Meeting at a 10% Ownership Threshold Arrow’s shareholders did not approve a shareholder proposal to provide shareholders with the ability to call a special meeting at a 10% ownership threshold. The shareholders did not pass the proposal, with 17,059,659 shares voting for, 29,060,764 shares voting against, 144,118 shares abstaining, and 1,965,277 broker non-votes.”

ARROW ELECTRONICS, INC. shareholders approved Arrow Proposal to Provide Shareholders with Ability to Call Special Meeting at 25% Ownership Threshold at the 2026-05-12 meeting.

“Proposal 5: Arrow Proposal to Provide Shareholders with the Ability to Call a Special Shareholder Meeting at a 25% Ownership Threshold Arrow’s shareholders approved an Arrow proposal to provide shareholders with the ability to call a special meeting at a 25% ownership threshold. The proposal was passed by the shareholders with 33,833,051 shares voting for, 8,631,444 shares voting against, 3,800,046 shares abstaining, and 1,965,277 broker non-votes.”

ARROW ELECTRONICS, INC. shareholders approved Amendment to Override Default Supermajority Requirements under New York Business Corporation Law (Proposal 4b) at the 2026-05-12 meeting.

“Arrow’s shareholders also approved amendments to Arrow’s Restated Certificate of Incorporation to override default supermajority requirements under the New York Business Corporation Law. The proposal was passed by the shareholders with 46,115,170 shares voting for, 44,511 shares voting against, 104,860 shares abstaining, and 1,965,277 broker non-votes.”

ARROW ELECTRONICS, INC. shareholders approved Amendment to Remove Supermajority Voting Provisions (Proposal 4a) at the 2026-05-12 meeting.

“Arrow’s shareholders approved amendments to Arrow’s Restated Certificate of Incorporation to remove certain provisions requiring a supermajority vote of shareholders. The proposal was passed by the shareholders with 46,117,978 shares voting for, 42,451 shares voting against, 104,112 shares abstaining, and 1,965,277 broker non-votes.”

ARROW ELECTRONICS, INC. shareholders approved Advisory Vote to Approve Named Executive Officer Compensation at the 2026-05-12 meeting.

“Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation Arrow’s shareholders approved, on an advisory basis, the compensation paid to Arrow’s named executive officers as described in the Proxy Statement. The proposal was passed by the shareholders with 43,272,427 shares voting for, 2,838,378 shares voting against, 153,736 shares abstaining, and 1,965,277 broker non-votes.”

ARROW ELECTRONICS, INC. shareholders approved Ratification of Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm at the 2026-05-12 meeting.

“Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm Arrow’s shareholders ratified the appointment of Ernst & Young LLP as Arrow’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The appointment was ratified with 45,228,763 shares voting for, 2,896,560 shares voting against, and 104,495 shares abstaining.”

ARROW ELECTRONICS, INC. shareholders approved Election of eight directors to the Board at the 2026-05-12 meeting.

“Proposal 1: Election of Directors Arrow’s shareholders elected eight directors to the Board, each to hold office for a term of one year, expiring at Arrow’s 2027 annual meeting of shareholders and until his or her successor has been elected and qualified. The voting results for each nominee were as follows: Board Member For Withheld Broker Non-votes William F. Austen 45,947,757 316,784 1,965,277 Lawrence (Liren) Chen 45,903,428 361,113 1,965,277 Steven H. Gunby 44,949,250 1,315,291 1,965,277 Michael D. Hayford 45,906,596 357,945 1,965,277 Andrew C. Kerin 42,473,524 3,791,017 1,965,277 Carol P. Lowe 45,443,369 821,172 1,965,277 Mary T. McDowell 45,110,376 1,154,165 1,965,277 Gerry P. Smith 45,274,670 989,871 1,965,277”

ARROW ELECTRONICS, INC.: Board adopted Amended and Restated By-laws with changes to special meeting procedures and other updates (effective 2026-05-12).

“on May 12, 2026, the Board of Directors (the “Board”) of Arrow approved and adopted Amended and Restated By-laws (the “Amended and Restated By-laws”), that became effective immediately.”

ARROW ELECTRONICS, INC.: Approved amendments to Restated Certificate of Incorporation to remove supermajority voting provisions and override default supermajority requirements under New York Business Corporation Law (effective 2026-05-13).

“Arrow’s shareholders approved two proposals to amend and restate Arrow’s Restated Certificate of Incorporation to (a) remove certain supermajority requirements contained therein and implement other clarifying and ministerial changes, and (b) override default supermajority requirements under the New York Business Corporation Law.”

ARROW ELECTRONICS, INC. reported first quarter of 2026 results: revenue Total Revenue of $9.5 billion, net income Net income attributable to shareholders 235, EPS Earnings Per Share of $4.55.

“Arrow Electronics Reports First-Quarter 2026 Results --Total Revenue of $9.5 billion, up 39%, Above High End of Guidance-- -- Earnings Per Share of $4.55 and Non-GAAP Earnings Per Share of $5.22, Both Above High End of Guidance --”

ARROW ELECTRONICS, INC. amended revolving credit of up to $2,000,000,000 with JPMorgan Chase Bank, N.A. at base rate or a benchmark rate plus an applicable margin, which applicable margin maturing June 27, 2030.

“the Credit Agreement provides for extensions of credit in the aggregate amount of up to $2,000,000,000, consisting of revolving credit facilities and letters of credit.”

ARROW ELECTRONICS, INC.: Amended and restated By-laws, effective May 6, 2025, enhancing advance notice requirements, specifying chair powers, requiring director candidate interviews, limiting proxy card colors, clarifying special meeting notice, and making technical changes (effective 2025-05-06).

“On May 6, 2025, the Board of Directors (the “Board”) of Arrow Electronics, Inc. (the “Company”) approved and adopted an amendment and restatement of the Company’s By-laws (the “Amended and Restated By-Laws”), effective immediately.”

ARROW ELECTRONICS, INC.: Amended restated certificate of incorporation to eliminate provisions related to preferred stock, update registered agent address, and change county of office (effective 2024-12-12).

“Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On December 12, 2024, with approval of the Board, the Company filed with the Secretary of State of the State of New York, a restated certificate of incorporation (“Restated Certificate”), which: (i) eliminates all matters set forth in the Company’s Certificate of Incorporation with respect to shares of the Company’s $19.375 Convertible Exchangeable Preferred Stock, Participating Preferred Stock, and Series B $19.375 Convertible Exchangeable Preferred Stock, as no shares of any such series are currently outstanding; (ii) changes the post office address to which the Secretary of State shall mail a copy of any process against the Company served upon the Secretary of State; (iii) designates the Company’s current registered agent, and specifies the address of the registered agent; and (iv) changes the county of the Company’s office within the State of New York. The Restated Certificate became effective as o”

ARROW ELECTRONICS, INC. announced a restructuring with charges of approximately $185 million affecting the Company (approximately $110 million of employee severance and other personnel cash expenditures).

“non-core businesses that are not aligned with the Company’s strategic objectives. Under the Plan, the Company expects to incur pre-tax restructuring charges of approximately $185 million, consisting of approximately $110 million of employee severance and other personnel cash expenditures; approximately $50 million of non-cash asset impairments, accelerated”

ARROW ELECTRONICS, INC. shareholders approved Advisory Vote to Approve Named Executive Officer Compensation at the 2024-05-07 meeting.

“Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation The Company’s shareholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers, as described in the Proxy Statement. The proposal was passed by the shareholders with 43,720,311 shares voting for, 1,318,586 shares voting against, 209,941 shares abstaining, and 2,801,559 broker non-votes.”

ARROW ELECTRONICS, INC. shareholders approved Ratification of Appointment of Independent Registered Public Accounting Firm at the 2024-05-07 meeting.

“Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm The Company’s shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The appointment was ratified with 45,816,584 shares voting for, 2,205,216 shares voting against, and 28,597 shares abstaining.”

ARROW ELECTRONICS, INC. shareholders approved Election of nine directors at the 2024-05-07 meeting.

“Proposal 1: Election of Directors The Company’s shareholders elected nine (9) directors to hold office for a term of one year expiring at the 2025 annual meeting of the Company’s shareholders. The voting results for each nominee were as follows: Board Member For Withheld Broker Non-votes William F. Austen 41,766,424 3,482,414 2,801,559 Steven H. Gunby 44,764,029 484,809 2,801,559 Gail E. Hamilton 42,793,975 2,454,863 2,801,559 Michael D. Hayford 44,993,663 255,175 2,801,559 Andrew C. Kerin 43,211,501 2,037,337 2,801,559 Sean J. Kerins 45,029,554 219,284 2,801,559 Carol P. Lowe 44,488,279 760,559 2,801,559 Mary T. McDowell 45,041,981 206,857 2,801,559 Gerry P. Smith 44,704,232 544,606 2,801,559”

ARROW ELECTRONICS, INC. reported first quarter of 2024 results: revenue $6,924, net income 84, EPS 1.53.

“said Mr. Kerins. ​ ​ ​ ​ ​ ​ ​ Arrow Consolidated ​ Quarter Ended ​ ​ ​ March 30, ​ ​ April 1, (in millions except per share data) ​ 2024 ​ 2023 Consolidated sales ​ $ 6,924 ​ $ 8,736 Net income attributable to shareholders ​ 84 ​ 274 Net income per diluted share ​ ​ 1.53 ​ ​ 4.60 Non-GAAP net income attributable to shareholders (1) ​ ​ 132 ​ ​ 274”

Fabian Garcia departed as Director at ARROW ELECTRONICS, INC..

“On April 16, 2024, Mr. Fabian Garcia notified the Chair of the Board of Directors (the “Board”) of Arrow Electronics, Inc. (the “Company”) of his decision not to stand for reelection to the Board at the Company’s 2024 Annual Meeting of Shareholders to be held on May 7, 2024 (the “Annual Meeting”).”

ARROW ELECTRONICS, INC. entered into First Supplemental Indenture with U.S. Bank Trust Company, National Association valued at $500,000,000 (effective 2024-04-10).

“The Notes were issued pursuant to the indenture, dated as of March 1, 2024 (the “Base Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by the first supplemental indenture, dated as of April 10, 2024 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company and the Trustee.”

Eric Nowak was appointed as President, Global Enterprise Computing Solutions at ARROW ELECTRONICS, INC..

“On March 27, 2024, Arrow Electronics, Inc. (the “Company”) determined to appoint Eric Nowak to succeed Kristin D. Russell as the Company’s President, Global Enterprise Computing Solutions effective as of April 2, 2024.”

Kristin D. Russell departed as President, Global Enterprise Computing Solutions at ARROW ELECTRONICS, INC..

“Ms. Russell will cease to be an employee of the Company after such date”

Richard Seidlitz changed role as principal accounting officer at ARROW ELECTRONICS, INC..

“Mr. Seidlitz has been offered and has accepted another senior financial-management role within the Company.”

ARROW ELECTRONICS, INC. reported the fourth quarter and fiscal year ended Dec. 31, 2023 results: EPS $3.54.

“Arrow Electronics, Inc. (NYSE:ARW) today announced financial results for its fourth quarter and fiscal year ended Dec. 31, 2023.”

ARROW ELECTRONICS, INC. entered into Limited Recourse Receivables Discounting Framework Agreement with The Hongkong and Shanghai Banking Corporation Limited valued at up to USD 300 million (effective 2023-12-27).

“On December 27, 2023, Arrow Electronics China Limited, as an original seller and sellers’ agent (“ Arrow Electronics ”), and Arrow/Components Agent Limited, as an original seller (“ Arrow Components ” and Arrow Electronics, each an “ Original Seller ” and collectively, the “ Original Sellers ”) entered into a Limited Recourse Receivables Discounting Framework Agreement (the “ Receivables Purchase Agreement ”) with The Hongkong and Shanghai Banking Corporation Limited (the “ Bank ”) to sell up to USD 300 million (or such higher amount as may be agreed from time to time) of trade receivables originated by the Original Sellers (the “ Transaction ”).”

ARROW ELECTRONICS, INC. reported third quarter 2023 results: revenue $8.01 billion, net income $199 million, EPS $3.53 per share on a diluted basis.

“Arrow Electronics, Inc. (NYSE:ARW) today reported third-quarter 2023 sales of $8.01 billion, a decrease of 14 percent year over year. Third-quarter net income was $199 million, or $3.53 per share on a diluted basis, compared with net income of $342 million, or $5.27 per share on a diluted basis, in the third quarter of 2022.”

Kirk D. Schell changed role as President, Global Components at ARROW ELECTRONICS, INC..

“Mr. Schell will begin transitioning responsibilities to Mr. Marano immediately.”

Richard J. Marano was appointed as President, Global Components at ARROW ELECTRONICS, INC..

“On August 16, 2023, Arrow Electronics, Inc. (the “Company”) issued a press release announcing that Richard J. Marano will succeed Kirk D. Schell as President, Global Components, subject to formal Board appointment at the Board’s next regularly scheduled meeting on September 13, 2023.”

ARROW ELECTRONICS, INC. reported second-quarter 2023 results: revenue $8.51 billion, net income $237 million, EPS $4.12 per share on a diluted basis.

“Arrow Electronics, Inc. (NYSE:ARW) today reported second-quarter 2023 sales of $8.51 billion, a decrease of 10 percent year over year. Second-quarter net income was $237 million, or $4.12 per share on a diluted basis”

Stephen C. Patrick retired as Director at ARROW ELECTRONICS, INC..

“On June 5, 2023, Stephen C. Patrick, one of the non-employee directors of Arrow Electronics, Inc. (the “Company”), announced his retirement and tendered his resignation from the Company’s Board of Directors (the “Board”) effective June 5, 2023, which has been accepted by the Board.”

ARROW ELECTRONICS, INC. shareholders approved Advisory Vote on the Frequency of Future Advisory Votes to Approve Named Executive Officer Compensation at the 2023-05-17 meeting.

“Proposal 4: Advisory Vote on the Frequency of Future Advisory Votes to Approve Named Executive Officer Compensation The Company’s shareholders approved, on an advisory basis, a frequency of every one (1) year for future advisory votes on named executive officer compensation, with the following vote: 45,463,260 shares for a frequency of every one (1) year; 8,155 shares for a frequency of every two (2) years; 3,791,257 shares for a frequency of every three (3) years; 23,853 shares abstaining, and 1,964,743 broker non-votes.”

ARROW ELECTRONICS, INC. shareholders approved Advisory Vote to Approve Named Executive Officer Compensation at the 2023-05-17 meeting.

“Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation The Company’s shareholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers, as described in the Proxy Statement. The proposal was passed by the shareholders with 45,635,074 shares voting for, 3,555,105 shares voting against, 96,346 shares abstaining, and 1,964,743 broker non-votes.”

ARROW ELECTRONICS, INC. shareholders approved Ratification of Appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 at the 2023-05-17 meeting.

“Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm The Company’s shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The appointment was ratified with 48,117,355 shares voting for, 3,106,276 shares voting against, and 27,637 shares abstaining.”

ARROW ELECTRONICS, INC. shareholders approved Election of ten directors to hold office for a term of one year expiring at the 2024 annual meeting at the 2023-05-17 meeting.

“Proposal 1: Election of Directors The Company’s shareholders elected ten (10) directors to hold office for a term of one year expiring at the 2024 annual meeting of the Company’s shareholders. The voting results for each nominee were as follows: Board Member For Withheld Broker Non-votes William F. Austen 41,636,671 7,649,854 1,964,743 Fabian T. Garcia 48,496,376 790,149 1,964,743 Steven H. Gunby 47,325,838 1,960,687 1,964,743 Gail E. Hamilton 42,081,638 7,204,887 1,964,743 Andrew C. Kerin 45,713,495 3,573,030 1,964,743 Sean J. Kerins 48,274,301 1,012,224 1,964,743 Carol P. Lowe 48,834,101 452,424 1,964,743 Mary T. McDowell 49,031,608 254,917 1,964,743 Stephen C. Patrick 45,466,504 3,820,021 1,964,743 Gerry P. Smith 47,137,313 2,149,212 1,964,743”

ARROW ELECTRONICS, INC. reported first quarter 2023 results: revenue $8.74 billion, net income $274 million, EPS $4.60 per diluted share.

“Arrow Electronics, Inc. (NYSE:ARW) today reported first-quarter 2023 sales of $8.74 billion, a decrease of 4 percent year over year, and a decrease of 2 percent year over year on a constant currency basis 1 . First-quarter net income was $274 million, or $4.60 per share on a diluted basis, compared with net income of $365 million, or $5.31 per share on a diluted basis, in the first quarter of 2022.”

ARROW ELECTRONICS, INC. incurred senior notes of $500,000,000 at 6.125% maturing 2026.

“On March 1, 2023, Arrow Electronics, Inc. (the “Company”) issued and sold $500,000,000 in aggregate principal amount of its 6.125% notes due 2026 (the “Notes”) in a registered public offering”

ARROW ELECTRONICS, INC. reported financial results for fourth quarter and fiscal year 2022.

“On February 2, 2023 , the Registrant issued a press release announcing its fourth quarter and fiscal year 2022 earnings.”

ARROW ELECTRONICS, INC. reported financial results for fourth quarter and fiscal year 2022.

“On February 2, 2023 , the Registrant issued a press release announcing its fourth quarter and fiscal year 2022 earnings.”

ARROW ELECTRONICS, INC.: Amended and restated bylaws to address universal proxy rules, exclusive forum provisions, and other updates (effective 2022-12-14).

“On December 14, 2022, the Board approved and adopted an amendment and restatement of the Company’s by-laws (the “Amended and Restated By-Laws”), effective immediately.”

Kim Brown Wilmsen was appointed as Senior Vice President, Chief Information Officer at ARROW ELECTRONICS, INC..

“the Board has appointed Kim Brown Wilmsen as the Company’s Senior Vice President, Chief Information Officer.”

Vincent P. Melvin changed role as Senior Vice President, Digital Platforms at ARROW ELECTRONICS, INC..

“the Board of Directors (the “Board”) of Arrow Electronics, Inc. (the “Company”) approved the transition of Vincent P. Melvin, Senior Vice President, Chief Information Officer, a named executive officer in the Company’s 2022 proxy statement, to a new role as Senior Vice President, Digital Platforms.”

ARROW ELECTRONICS, INC. reported third quarter 2022 results: revenue $9.27 billion, net income $342 million, EPS $5.27.

“Arrow Electronics, Inc. (NYSE:ARW) today reported third-quarter 2022 sales of $9.27 billion, an increase of 9 percent year over year, and an increase of 14 percent year over year on a constant currency basis 1 . Third-quarter net income was $342 million, or $5.27 per share on a diluted basis, compared with net income of $290 million, or $4.00 per share on a diluted basis, in the third quarter of 2021.”

Richard A. Seidlitz changed role as Interim Principal Financial Officer (ceasing) at ARROW ELECTRONICS, INC..

“Effective September 6, 2022, Richard A. Seidlitz will cease to serve as the Company’s Interim Principal Financial Officer but will continue to serve as the Company’s Vice President, Corporate Controller and Principal Accounting Officer.”

Rajesh K. Agrawal was appointed as Senior Vice President, Chief Financial Officer, and Principal Financial Officer at ARROW ELECTRONICS, INC..

“On August 11, 2022, the Board of Directors (the “Board”) of Arrow Electronics, Inc. (the “Company”) approved the appointment of Rajesh K. Agrawal as the Company’s Senior Vice President, Chief Financial Officer, and designation of Mr. Agrawal as the Company’s Principal Financial Officer, in each case, effective September 6, 2022.”

Sean J. Kerins was appointed as Director at ARROW ELECTRONICS, INC..

“the Board of the Company agreed to appoint Mr. Kerins to the Board effective May 11, 2022.”

Sean J. Kerins was appointed as President and Chief Executive Officer at ARROW ELECTRONICS, INC..

“the Board approved the appointment of Sean J. Kerins as the Company’s President and Chief Executive Officer, effective June 1, 2022.”

Richard A. Seidlitz was appointed as Interim Principal Financial Officer at ARROW ELECTRONICS, INC..

“on March 23, 2022, the Board of Directors (the “Board”) of the Company approved the appointment of Richard A. Seidlitz, age 44, as the Company’s Interim Principal Financial Officer, effective April 1, 2022.”

Christopher D. Stansbury departed as Senior Vice President, Chief Financial Officer and Principal Financial Officer at ARROW ELECTRONICS, INC..

“On March 28, 2022, Arrow Electronics, Inc. (the “Company”) announced the departure of Christopher D. Stansbury from his position as Senior Vice President, Chief Financial Officer of the Company, and from his role as the Company’s designated Principal Financial Officer, effective April 1, 2022.”

Carol P. Lowe was appointed as Director at ARROW ELECTRONICS, INC..

“On September 15, 2021, the Board of Directors (the “Board”) of Arrow Electronics, Inc. (the “Company”) increased the size of the Board from eleven to twelve directors and appointed Carol P. Lowe, age 56, to the Board, effective as of that date.”